Associated Press
华为在2010年新加坡国际通讯及信息技术展上。
中
国电信设备生产商华为(Huawei Technologies Ltd.)想要收购美国大型企业的努力一直因安全方面的考虑而受阻，近期又在美国政府那里惹上了麻烦，因为该公司在事先没有与美国政府沟通的情况下收购一家美国小型科技企业。今年5月，华为斥资200万美元收购3Leaf Systems的员工和知识产权。后者是美国湾区一家新成立企业，该公司研发的技术，可以整合服务器使它们像一台功能强大的机器一样运行。
华为和3Leaf的前高管说，他们认为这一收购不需要美国外国投资委员会（CFIUS）的审查，因为华为没有收购3Leaf的所有资产。美国外国投资委员会审查可能牵涉国家安全的收购案。
知情人士说，美国国防部官员在交易结束后发现了这宗交易，他们不同意该交易，并采取了不寻常的措施，要求华为向美国外国投资委员会回溯性说明这宗交易。
关于这宗小型收购的争议让人意识到美国安全官员非常关注华为。华为在海外快速成长，已发展为全球第三大电信设备供应商。但安全考虑使其在美国市场无法完成重要收购，也不能获得较大订单。
公司高管说，代表华为的律师上周末已向美国外国投资委员会呈送了关于3Leaf收购案的申请。此前只有很少的案例进行了追溯审查。如果美国外国投资委员会认为该交易对美国国家安全构成威胁，该委员会可能将迫使华为出售该公司或限制使用它收购的技术。代表美国外国投资委员会发言的美国财政部拒绝发表评论。
华为高管坚持说，他们没有试图向美国政府掩盖什么。华为美国分公司负责外部事务的副总裁普卢默（Bill Plummer）说，从一开始交易就非常透明。当时的想法是因为这一交易的独特性质和收购专利权不会引起美国外国投资委员会的审查。
但美国政府对3Leaf交易的看法不同，因为华为的交易已被多次拒绝。2008年美国外国投资委员会出于国家安全的考虑，阻挠了华为和贝恩资本（Bain Capital）对美国电子产品制造企业3Com的收购。根据美中经济与安全评估委员会（U.S.-China Economic and Security Review Commission）的一份报告，自那以来，包括华为企图收购Harbinger Capital LLC的高速无线网络等一系列收购企图都因安全相关考虑而被拒绝。
华为收购3Leaf计划属于美国外国投资委员会(CFIUS)管辖的“灰色区域”。3Leaf是个刚刚起步的小公司，从英特尔投资部(Intel Capital)和美国电子公司LSI Corp.等投资者那里共获得超过6,700万美元的资金，却于今年初将自己挂牌出售。
华为买下了该公司的知识产权，雇佣了其约50名职员中的16名，而将公司大楼和设备等硬资产留给了债权人。知情人士说，美国外国投资委员会没有审查华为对该公司专利的购买或人员的雇用情况，但委员会觉得其实华为买下了整个公司。
此次收购3Leaf计划，正值华为试图修复自己在美国官员心中的形象。为了打入美国市场，华为聘请了一批美国前官员和游说者，力图证明自己不会对美国安全造成威胁。
美国世强律师事务所(Steptoe and Johnson)律师、美国国土安全部(Department of Homeland Security)主管政策的前部长助理贝克(Stewart Baker)说，收购3Leaf一事说明，华为要打开美国市场还有漫漫长路要走，或至少说明华为对美国的行事方式仍不了解。
总部位于华盛顿的国际投资组织(Washington-based Organization for International Investment)首席执行长麦克莱诺恩(Nancy McLernon)说，政治可以成为一块绊脚石，因此公司应保守行事。该组织是一个行业协会，代表在美国投资的外国公司的利益。麦克莱诺恩说，政治问题和对政治问题的过激反应是这些公司需要考虑的一大因素。华为被指责与中国政府和军方有着紧密关系，而华为已多次否认这种紧密关联，并表示将开放其设备和软件供第三方检查。华为生产的电信设备在欧洲得到广泛使用。
华为已与Clearwire Corp.和有线电视提供商Cox Communications Inc.等美国小型运营商达成合作协议，继续为拓展美国市场的业务而努力。
华为2001年设立了其北美总部，至今已在北美地区设立了13个办事处和8个研发中心。其在美国的雇员过去一年数量增加了一倍，达到1,000多人，华为高管计划2011年将美国雇员的数量再增加几百人。
此外，华为还扩大其在美国的专利组合，它不仅购买了多项专利，还为自己的技术申请了数百项专利。今年6月，华为买下了美国网络设备制造商Avici Systems绝大多数的专利组合。Avici Systems位于马萨诸塞州，2009年6月破产，华为并未雇佣该公司的任何员工或购买除其专利以外的任何资产。
Shayndi Raice
（更新完成）
（本文版权归道琼斯公司所有，未经许可不得翻译或转载。）
http://www.cn.wsj.com/gb/20101119/bch103355.asp?source=whatnews2
Huawei Technologies Ltd., whose efforts to buy big U.S. companies have been stymied by security concerns, has landed in hot water in Washington for acquiring a small technology firm without first running the deal by the government.
In May, the Chinese telecom gear maker paid $2 million to acquire staff and intellectual property of 3Leaf Systems, a Bay Area start-up that developed technology for making collections of server computers work together like a more powerful machine.
Huawei and former 3Leaf executives say they didn't think the acquisition required a review by the Committee on Foreign Investment in the U.S., or CFIUS, because they didn't buy all of the company's assets. The inter-agency body reviews acquisitions that could have national security implications.
But Pentagon officials, who found out about the acquisition after it was completed, disagreed and have taken the unusual step of asking the company to retroactively clear the deal with CFIUS, people familiar with the matter said.
The dustup over such a small purchase is a reminder that U.S. security officials are keeping Huawei on a short leash. Huawei has grown quickly overseas to become the world's No. 3 seller of telecom network equipment, but security concerns have thus far kept it from completing major acquisitions or winning big contracts in the U.S. market.
Attorneys representing Huawei submitted a CFIUS application for the 3Leaf deal late last week, company executives said. Retroactive reviews have only happened in a handful of cases. If CFIUS decides the deal poses a threat to U.S. national security, the panel could force Huawei to sell the company or limit its use of the technology it purchased. The Treasury Department, which speaks for the interagency panel, declined to comment.
Huawei executives insist they weren't trying to hide anything from the government. 'From the outset, we've been very transparent,' said Bill Plummer, vice president of external affairs for Huawei USA. 'At that time the perception was because of the unique nature of the activity and the acquisition of the patents that it simply wouldn't trigger a CFIUS review.'
The administration views the 3Leaf transaction differently, since the company has been repeatedly turned away from deals. In 2008, CFIUS blocked the Chinese telecommunications firm and Bain Capital from acquiring U.S. electronics manufacturer 3Com due to national security concerns. The company's acquisition attempts since, including an attempt to buy into Harbinger Capital LLC's high-speed wireless network, have been quashed due to security-related concerns as well, according to a report by the U.S.-China Economic and Security Review Commission.
The 3Leaf transaction falls into a gray area for CFIUS. The start-up had received more than $67 million in funding from investors like Intel Capital and LSI Corp., but put itself up for sale early this year.
Huawei bought intellectual property and hired 16 of the roughly 50 employees at 3Leaf, leaving behind hard assets like buildings and equipment for creditors. CFIUS doesn't review patent purchases or hiring, but the panel felt Huawei effectively bought the company, people familiar with the matter said.
The incident comes as Huawei seeks to repair its image with U.S. officials. In an effort to crack into the U.S. market, the company has hired a bevy of former U.S. officials and lobbyists to make the case that it doesn't pose a threat to U.S. security.
Stewart Baker, an attorney with Steptoe and Johnson and former assistant secretary for policy at the Department of Homeland Security, said the incident shows Huawei has a ways to go. 'At a minimum, it shows they still don't understand Washington,' he said.
Politics can be an issue, so companies need to be conservative, said Nancy McLernon, chief executive of the Washington-based Organization for International Investment, an association representing foreign companies that invest in the U.S. 'Politics and the overreaction of political concerns factor in a great deal with these companies,' Ms. McLernon said. Huawei has been accused of having close ties to the Chinese government and military. Huawei has repeatedly denied such links and says it will open its equipment and software to third-party inspection. Its gear is widely used in Europe.
Huawei executives continue to build their presence in the U.S., having closed deals with smaller operators like Clearwire Corp. (CLWR) and Cox Communications Inc.
Since creating its North American headquarters in 2001, the company has opened 13 offices and eight R&D centers throughout North America. Its American work force doubled in the past year, to more than 1,000, and executives plan to hire several hundred more people in 2011.
Huawei has also increased its patent portfolio in the U.S., purchasing patents and filing for hundreds based on its own technology. In June, Huawei bought most of the patent portfolio of the U.S. network equipment maker Avici Systems. The Massachusetts-based company was liquidated in June 2009. Huawei didn't hire any Avici employees or purchase assets aside from the patents.
Shayndi Raice
In May, the Chinese telecom gear maker paid $2 million to acquire staff and intellectual property of 3Leaf Systems, a Bay Area start-up that developed technology for making collections of server computers work together like a more powerful machine.
Huawei and former 3Leaf executives say they didn't think the acquisition required a review by the Committee on Foreign Investment in the U.S., or CFIUS, because they didn't buy all of the company's assets. The inter-agency body reviews acquisitions that could have national security implications.
But Pentagon officials, who found out about the acquisition after it was completed, disagreed and have taken the unusual step of asking the company to retroactively clear the deal with CFIUS, people familiar with the matter said.
The dustup over such a small purchase is a reminder that U.S. security officials are keeping Huawei on a short leash. Huawei has grown quickly overseas to become the world's No. 3 seller of telecom network equipment, but security concerns have thus far kept it from completing major acquisitions or winning big contracts in the U.S. market.
Attorneys representing Huawei submitted a CFIUS application for the 3Leaf deal late last week, company executives said. Retroactive reviews have only happened in a handful of cases. If CFIUS decides the deal poses a threat to U.S. national security, the panel could force Huawei to sell the company or limit its use of the technology it purchased. The Treasury Department, which speaks for the interagency panel, declined to comment.
Huawei executives insist they weren't trying to hide anything from the government. 'From the outset, we've been very transparent,' said Bill Plummer, vice president of external affairs for Huawei USA. 'At that time the perception was because of the unique nature of the activity and the acquisition of the patents that it simply wouldn't trigger a CFIUS review.'
The administration views the 3Leaf transaction differently, since the company has been repeatedly turned away from deals. In 2008, CFIUS blocked the Chinese telecommunications firm and Bain Capital from acquiring U.S. electronics manufacturer 3Com due to national security concerns. The company's acquisition attempts since, including an attempt to buy into Harbinger Capital LLC's high-speed wireless network, have been quashed due to security-related concerns as well, according to a report by the U.S.-China Economic and Security Review Commission.
The 3Leaf transaction falls into a gray area for CFIUS. The start-up had received more than $67 million in funding from investors like Intel Capital and LSI Corp., but put itself up for sale early this year.
Huawei bought intellectual property and hired 16 of the roughly 50 employees at 3Leaf, leaving behind hard assets like buildings and equipment for creditors. CFIUS doesn't review patent purchases or hiring, but the panel felt Huawei effectively bought the company, people familiar with the matter said.
The incident comes as Huawei seeks to repair its image with U.S. officials. In an effort to crack into the U.S. market, the company has hired a bevy of former U.S. officials and lobbyists to make the case that it doesn't pose a threat to U.S. security.
Stewart Baker, an attorney with Steptoe and Johnson and former assistant secretary for policy at the Department of Homeland Security, said the incident shows Huawei has a ways to go. 'At a minimum, it shows they still don't understand Washington,' he said.
Politics can be an issue, so companies need to be conservative, said Nancy McLernon, chief executive of the Washington-based Organization for International Investment, an association representing foreign companies that invest in the U.S. 'Politics and the overreaction of political concerns factor in a great deal with these companies,' Ms. McLernon said. Huawei has been accused of having close ties to the Chinese government and military. Huawei has repeatedly denied such links and says it will open its equipment and software to third-party inspection. Its gear is widely used in Europe.
Huawei executives continue to build their presence in the U.S., having closed deals with smaller operators like Clearwire Corp. (CLWR) and Cox Communications Inc.
Since creating its North American headquarters in 2001, the company has opened 13 offices and eight R&D centers throughout North America. Its American work force doubled in the past year, to more than 1,000, and executives plan to hire several hundred more people in 2011.
Huawei has also increased its patent portfolio in the U.S., purchasing patents and filing for hundreds based on its own technology. In June, Huawei bought most of the patent portfolio of the U.S. network equipment maker Avici Systems. The Massachusetts-based company was liquidated in June 2009. Huawei didn't hire any Avici employees or purchase assets aside from the patents.
Shayndi Raice
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